<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 000-28600
CCC INFORMATION SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1242469
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
WORLD TRADE CENTER CHICAGO 60654
444 MERCHANDISE MART (Zip Code)
CHICAGO, ILLINOIS
(Address of principal executive offices)
(312) 222-4636
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No ___
As of October 31, 1997, CCC Information Services Group Inc. common stock, par
value $0.10 per share, outstanding was 23,978,210 shares.
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page(s)
<S> <C>
Item 1. Financial Statements
Consolidated Interim Statement of Operations (Unaudited), 3
Quarter and Three Quarters Ended September 30, 1997 and 1996
Consolidated Interim Balance Sheet, 4
September 30, 1997 (Unaudited) and December 31, 1996
Consolidated Interim Statement of Cash Flows (Unaudited), 5
Three Quarters Ended September 30, 1997 and 1996
Notes to Consolidated Interim Financial Statements (Unaudited) 6-7
Item 2. Management's Discussion and Analysis 8-10
of Results of Operations and Financial Condition
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11-12
SIGNATURES 13
EXHIBIT INDEX 14
</TABLE>
2
<PAGE>
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED INTERIM STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Three Quarters Ended
September 30, September 30,
------------------------ -----------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 40,457 $ 32,602 $ 115,523 $ 95,927
Expenses:
Production and customer support 9,118 7,697 26,141 23,217
Commissions, royalties and licenses 4,959 3,462 13,759 10,122
Selling, general and administrative 12,694 10,266 36,948 29,309
Depreciation and amortization 2,014 1,624 5,697 5,596
Product development and programming 5,153 4,186 14,396 12,263
--------- --------- --------- ---------
Total operating expenses 33,938 27,235 96,941 80,507
--------- --------- --------- ---------
Operating income 6,519 5,367 18,582 15,420
Interest expense (34) (526) (106) (2,508)
Other income, net 431 169 1,060 462
--------- --------- --------- ---------
Income before income taxes 6,916 5,010 19,536 13,374
Income tax provision (2,908) (292) (8,222) (1,965)
--------- --------- --------- ---------
Income before extraordinary item and
dividends and accretion on preferred stock 4,008 4,718 11,314 11,409
Extraordinary loss on early retirement of
debt, net of income taxes - (678) - (678)
--------- --------- --------- ---------
Net income 4,008 4,040 11,314 10,731
Dividends and accretion on mandatorily
redeemable preferred stock (93) (5,003) (271) (6,607)
--------- --------- --------- ---------
Net income (loss) applicable to common stock $ 3,915 $ (963) $ 11,043 $ 4,124
--------- --------- --------- ---------
--------- --------- --------- ---------
INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE:
Income before extraordinary item and
dividends and accretion on preferred stock $ 0.16 $ 0.22 $ 0.45 $ 0.60
Extraordinary loss on early retirement of
debt, net of income taxes - (0.03) - (0.03)
Dividends and accretion on mandatorily
redeemable preferred stock - (0.24) (0.01) (0.35)
--------- --------- --------- ---------
Net income (loss) applicable to common stock $ 0.16 $ (0.05) $ 0.44 $ 0.22
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average common and common
equivalent shares outstanding 24,997 21,270 24,884 18,890
</TABLE>
The accompanying notes are an intergral part of these
consolidated interim financial statements.
3
<PAGE>
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM BALANCE SHEET
(In thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
------------
Cash $ 999 $ 9,403
Investments in marketable securities 30,125 9,001
Accounts receivable (net of reserves of $2,568 (unaudited) and
$1,946 at September 30, 1997 and December 31, 1996, respectively) 14,916 9,772
Other current assets 4,347 3,207
-------- --------
Total current assets 50,387 31,383
Equipment and purchased software (net of accumulated depreciation
of $25,143 (unaudited) and $20,361 at September 30, 1997 and
December 31, 1996, respectively) 9,350 8,088
Goodwill (net of accumulated amortization of $9,901 (unaudited) and
$8,893 at September 30, 1997 and December 31, 1996, respectively) 10,221 11,230
Deferred income taxes 7,002 6,410
Other assets 1,073 1,157
-------- --------
Total Assets $ 78,033 $ 58,268
-------- --------
-------- --------
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY
---------------------------------------------------
Accounts payable and accrued expenses $ 18,475 $ 15,821
Income taxes payable 2,444 1,517
Current portion of long-term debt 122 120
Deferred revenues 7,290 5,709
Current portion of contract funding - 123
-------- --------
Total current liabilities 28,331 23,290
Long-term debt 20 111
Long-term deferred revenue 1,805 1,997
Other liabilities 4,020 3,889
-------- --------
Total liabilities 34,176 29,287
-------- --------
Mandatorily redeemable preferred stock ($1.00 par value, 100,000 shares
authorized, 4,915 designated and outstanding at September 30, 1997 (unaudited)
and December 31, 1996) 4,959 4,688
-------- --------
Common stock ($0.10 par value, 30,000,000 shares authorized for all periods
presented, 23,958,290 (unaudited) and 23,472,355 shares issued and
outstanding at September 30, 1997 and December 31, 1996, respectively) 2,396 2,347
Additional paid-in capital 87,830 84,223
Accumulated deficit (50,855) (61,898)
Treasury stock, at cost (473) (379)
-------- --------
Total stockholders' equity 38,898 24,293
-------- --------
Total Liabilities, Mandatorily Redeemable Preferred Stock and
Stockholders' Equity $ 78,033 $ 58,268
-------- --------
-------- --------
</TABLE>
The accompanying notes are an intergral part of these
consolidated interim financial statements.
4
<PAGE>
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
Three Quarters Ended
September 30,
-----------------------
1997 1996
--------- ---------
Operating activities:
Net income $ 11,314 $ 10,731
Adjustments to reconcile net income to net
cash provided by operating activities:
Extraordinary loss on early retirement of
debt, net of income taxes - 678
Depreciation and amortization of equipment
and purchased software 4,661 4,560
Amortization of goodwill 1,009 1,009
Deferred income taxes (592) (1,755)
Contract funding revenue amortization (123) (2,935)
Other, net 106 330
Changes in:
Accounts receivable, net (5,144) (1,343)
Other current assets (1,140) (481)
Other assets 84 (84)
Accounts payable and accrued expenses 2,654 (3,069)
Income taxes payable 3,655 3,735
Deferred revenues 1,389 4,515
Other liabilities 131 1,072
--------- ---------
Net cash provided by operating activities 18,004 16,963
--------- ---------
Investing activities:
Purchases of equipment and software (6,050) (3,193)
Purchase of investment securities (45,111) -
Proceeds from the sale of investment securities 23,987 -
Other, net 21 24
--------- ---------
Net cash used for investing activities (27,153) (3,169)
--------- ---------
Financing activities:
Principal repayments on long-term debt (89) (46,711)
Proceeds from issuance of long-term debt - 10,750
Proceeds from exercise of stock options 834 283
Proceeds from initial public offering of common stock, net
of underwriters' discounts and equity issue costs - 72,124
Redemption of mandatorily redeemable preferred stock,
including accrued dividends - (36,131)
Debt issue costs - (382)
Other, net - (7)
--------- ---------
Net cash provided by (used for) financing activities 745 (74)
--------- ---------
Net increase (decrease) in cash (8,404) 13,720
Cash:
Beginning of period 9,403 3,895
--------- ---------
End of period $ 999 $ 17,615
--------- ---------
--------- ---------
SUPPLEMENTAL DISCLOSURES:
Cash (paid) / received:
Interest (95) (2,431)
Income taxes, net (5,171) 10
The accompanying notes are an intergral part of these
consolidated interim financial statements.
5
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - DESCRIPTION OF BUSINESS AND ORGANIZATION
CCC Information Services Group Inc. ("Company") (formerly known as
InfoVest Corporation), through its wholly owned subsidiary CCC Information
Services Inc., is a supplier of automobile claims information and processing
services, claims management software and communication services. The Company's
services and products enable automobile insurance company customers and
collision repair facility customers to improve efficiency, manage costs and
increase consumer satisfaction in the management of automobile claims and
restoration.
As of September 30, 1997, White River Ventures Inc. ("White River") held
approximately 36% of the total outstanding common stock of the Company. White
River is a wholly owned subsidiary of White River Corporation. As a result of
White River's substantial equity interest and 51% voting power, including
rights established through its ownership interest in the Company's Mandatorily
Redeemable Series E Preferred Stock, the Company is a consolidated subsidiary
of White River.
NOTE 2 - CONSOLIDATED INTERIM FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying consolidated interim financial statements as of and for
the quarter and three quarters ended September 30, 1997 and 1996 are unaudited.
The Company is of the opinion that all material adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of the
Company's interim results of operations and financial condition have been
included. The results of operations for any interim period should not be
regarded as necessarily indicative of results of operations for any future
period. These consolidated interim financial statements should be read in
conjunction with the Company's 1996 Annual Report on Form 10-K filed with the
Securities and Exchange Commission.
PER SHARE INFORMATION
Earnings per share are based on the weighted average number of shares of
common stock outstanding and common stock equivalents using the treasury
method.
NOTE 3 - NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share," in
February 1997. This statement establishes new standards for computing and
presenting earnings per share. This statement is effective for financial
statements issued for periods ending after December 15, 1997; earlier adoption
is not permitted. Adoption of this statement will require the presentation of
basic and diluted earnings per share. If the statement had been adopted,
pro forma basic and diluted earnings per share, for the quarter and three
quarters ended September 30, 1997 and 1996, would have been as follows:
Quarter Ended Three Quarters Ended
September 30, September 30,
------------------ ---------------------
1997 1996 1997 1996
------ ------ ------ ------
Basic earnings per share $0.16 $(0.05) $0.47 $0.23
Diluted earnings per share $0.16 $(0.05) $0.44 $0.22
The accompanying notes are an intergral part of these
consolidated interim financial statements.
6
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
The FASB has also issued SFAS No. 130, "Reporting Comprehensive Income,"
in June 1997. In addition to net income, comprehensive income includes items
recorded directly to stockholders' equity, such as preferred stock accretion,
preferred stock dividends and the income tax benefit related to the exercise of
certain stock options. This statement establishes new standards for reporting
and displaying comprehensive income and its components in a full set of general-
purpose financial statements. This statement is effective for fiscal years
beginning after December 15, 1997. Adoption of this standard will only require
an additional financial statement disclosure detailing the Company's
comprehensive income.
In June 1997, the FASB also issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 131 establishes
new standards for reporting information about operating segments in interim and
annual financial statements. This statement is also effective for fiscal years
beginning after December 15, 1997. The Company is currently evaluating the
impact this statement will have on the consolidated financial statements.
NOTE 4 - NONCASH INVESTING AND FINANCING ACTIVITIES
The Company directly charges its accumulated deficit account for preferred
stock accretion and preferred stock dividends accrued. These amounts totaled
$0.3 million and $6.6 million during the three quarters ended September 30,
1997 and 1996, respectively.
In conjunction with the exercise of certain stock options, the Company has
reduced current income taxes payable with an offsetting credit to paid-in
capital for the tax benefit of stock options exercised. During the three
quarters ended September 30, 1997 and 1996, these amounts totaled $2,728
thousand and $8 thousand, respectively.
In addition to amounts reported as purchases of equipment and software in
the consolidated interim statement of cash flows, the Company has directly
financed certain noncash capital expenditures. These amounts totaled $1.3
million during the three quarters ended September 30, 1996. There were no
directly financed capital expenditures during the three quarters ended
September 30, 1997.
NOTE 5 - LEGAL PROCEEDINGS
The Company is a party to various claims and routine litigation arising in
the normal course of business. Such claims and litigation are not expected to
have a material adverse effect on the financial condition or results of
operations of the Company.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
QUARTER ENDED SEPTEMBER 30, 1997 COMPARED WITH QUARTER ENDED SEPTEMBER 30,
1996
CCC Information Services Group Inc. ("Company") reported net income
applicable to common stock of $3.9 million, or $0.16 per share, for the quarter
ended September 30, 1997, versus a net loss of $(1.0) million, or $(0.05) per
share, for the same quarter last year. Third quarter 1997 operating income of
$6.5 million was $1.2 million, or 21.5%, higher than the same quarter last
year.
Third quarter 1997 revenues of $40.5 million were $7.9 million, or 24.1%,
higher than the same quarter last year. The increase in revenues was primarily
due to higher revenues from workflow/collision estimating software seats and
TOTAL LOSS valuation services. Workflow/collision estimating software seat
revenues increased due to an increase in the number of seats in both the
autobody and insurance markets. The increase in Total Loss valuation services
revenues was due to higher transaction volume that resulted from product
enhancements.
Production and customer support increased from $7.7 million, or 23.6% of
revenues, to $9.1 million, or 22.5% of revenues. The increase in dollars was
attributable primarily to an increase in productive and customer support
capacity following an increase in workflow/collision estimating seat
implementations. The decline as a percentage of revenue was primarily due to
the leveraging of costs against a higher revenue base. Commission, royalties
and licenses increased from $3.5 million, or 10.6% of revenues, to $5.0
million, or 12.3% of revenues. The increase in dollars and as a percentage of
revenues was due primarily to higher revenues from PATHWAYS workflow estimating
seats and autobody collision estimating seats, which generate both a commission
and a data royalty. Selling, general and administrative increased from $10.3
million, or 31.5% of revenues, to $12.7 million, or 31.4% of revenues. The
increase in dollars was due primarily to an increase in the resources committed
to selling both workflow/collision estimating and consultative services and
efforts to build and upgrade internal systems. Depreciation and amortization
increased from $1.6 million, or 5.0% of revenues, to $2.0 million, also 5.0% of
revenues. The increase in dollars was a result of higher capital expenditures
for internal systems, primarily expenditures for product engineering and
customer support. Product development and programming increased from $4.2
million, or 12.8% of revenues, to $5.2 million, or 12.7% of revenues. The
dollar increase was due primarily to an increased allocation of Company
resources to product development and wage pressure associated with retaining
and recruiting software engineers.
Interest expense declined $0.5 million to $34 thousand due to repayments
of long-term debt and contract funding amortization, including repayments
following the Company's 1996 initial public offering of common stock. Third
quarter income taxes increased from $0.3 million, or 5.8% of income before
taxes, to $2.9 million, or 42.0% of income before taxes. The increase was
attributable to higher pretax income and the release of certain deferred income
tax valuation allowances in the third quarter of 1996. Dividends and accretion
on preferred stock declined $4.9 million to $93 thousand. The decrease is
primarily attributable to a $4.5 million charge taken in the third quarter of
1996 for accelerated accretion to stated value from an earlier than scheduled
redemption of preferred stock.
Other income, net, increased $262 thousand to $431 thousand due primarily
to an increase in interest income associated with the increased balance of
investments in marketable securities made possible by the success of the
business operations and the 1996 initial public offering.
8
<PAGE>
THREE QUARTERS ENDED SEPTEMBER 30, 1997 COMPARED WITH THREE QUARTERS ENDED
SEPTEMBER 30, 1996
The Company reported net income applicable to common stock of $11.0
million, or $0.44 per share, for the three quarters ended September 30, 1997,
versus net income of $4.1 million, or $0.22 per share, for the same period last
year. For the three quarters ended September 30, 1997, operating income of
$18.6 million was $3.2 million, or 20.5%, higher than the comparable 1996
period.
Revenues for the three quarters ended September 30, 1997 of $115.5 million
were $19.6 million, or 20.4%, higher than the same period last year. The
increase in revenues was primarily due to higher revenues from
workflow/collision estimating software seats and TOTAL LOSS valuation services.
Workflow/collision estimating software seat revenues increased due to an
increase in the number of seats in both the autobody and insurance markets. The
increase in Total Loss valuation services revenues was due to higher
transaction volume that resulted from product enhancements.
Production and customer support increased from $23.2 million, or 24.2% of
revenues, to $26.1 million, or 22.6% of revenues. The increase in dollars was
attributable primarily to an increase in productive and customer support
capacity following an increase in workflow/collision estimating seat
implementations. The decline as a percentage of revenue was primarily due to
the leveraging of costs against a higher revenue base. Commission, royalties
and licenses increased from $10.1 million, or 10.6% of revenues, to $13.8
million, or 11.9% of revenues. The increase in dollars and as a percentage of
revenues was due primarily to higher revenues from PATHWAYS workflow estimating
seats and autobody collision estimating seats, which generate both a commission
and a data royalty. Selling, general and administrative increased from $29.3
million, or 30.6% of revenues, to $36.9 million, or 32.0% of revenues. The
increase in dollars and as a percentage of revenue was due primarily to an
increase in the resources committed to selling both workflow/collision
estimating and consultative services, efforts to build and upgrade internal
systems, and, in the comparable 1996 period, constraints imposed on operating
expenditures due to principal payment obligations and restrictive covenants
attributable to the Company's previous commercial bank credit facility.
Depreciation and amortization increased from $5.6 million, or 5.83% of
revenues, to $5.7 million, or 4.9% of revenues. The increase in dollars relates
to higher capital expenditures for internal systems offset by the expiration,
as of March 31, 1996, of purchased software amortization associated with the
Company's acquisition of its former partner's interest in CCC Development
Company, the joint venture that initially developed the Company's EZEST
collision estimating software. Product development and programming increased
from $12.3 million, or 12.8% of revenues, to $14.4 million, or 12.5% of
revenues. The dollar increase was due primarily to an increased allocation of
Company resources to product development and wage pressure associated with
retaining software engineers.
Interest expense declined $2.4 million to $106 thousand due to repayments
of long-term debt and contract funding amortization, including repayments
following the Company's 1996 initial public offering of common stock. Income
taxes for the three quarters ended September 30, 1997 increased from $2.0
million, or 14.7% of income before taxes, to $8.2 million, or 42.1% of income
before taxes. The increase was attributable to higher pretax income and the
release of certain deferred income tax valuation allowances in the same period
last year. Dividends and accretion on preferred stock declined $6.3 million to
$271 thousand. The decrease is primarily attributable to a $4.5 million charge
taken in the third quarter of 1996 for accelerated accretion to stated value
from an earlier than scheduled redemption of preferred stock.
Other income, net, increased $598 thousand to $1.1 million due primarily
to an increase in interest income associated with the increased balance of
investments in marketable securities made possible by the success of the
business operations and the 1996 initial public offering.
9
<PAGE>
NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share," in
February 1997. This statement establishes new standards for computing and
presenting earnings per share. This statement is effective for financial
statements issued for periods ending after December 15, 1997; earlier adoption
is not permitted. Adoption of this statement will require the presentation of
basic and diluted earnings per share. If the statement had been adopted,
pro forma basic and diluted earnings per share, for the three and nine months
ended September 30, 1997 and 1996, would have been as follows:
Three Quarters Ended Three Quarters Ended
--------------------- --------------------
September 30, September 30,
1997 1996 1997 1996
----- ----- ----- -----
Basic earnings per share $0.16 $(0.05) $0.47 $0.23
Diluted earnings per share $0.16 $(0.05) $0.44 $0.22
The FASB has also issued SFAS No. 130, "Reporting Comprehensive Income,"
in June 1997. In addition to net income, comprehensive income includes items
recorded directly to stockholders' equity, such as preferred stock accretion,
preferred stock dividends and the income tax benefit related to the exercise of
certain stock options. This statement establishes new standards for reporting
and displaying comprehensive income and its components in a full set of general-
purpose financial statements. This statement is effective for fiscal years
beginning after December 15, 1997. Adoption of this standard will only require
an additional financial statement disclosure detailing the Company's
comprehensive income.
In June 1997, the FASB also issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 131 establishes
new standards for reporting information about operating segments in interim and
annual financial statements. This statement is also effective for fiscal years
beginning after December 15, 1997. The Company is currently evaluating the
impact this statement will have on the consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
During the three quarters ended September 30, 1997, net cash provided by
operating activities was $18.0 million. The Company applied $6.1 million to the
purchase of equipment and software and invested $21.1 million in marketable
securities, net of proceeds from the sale of such securities.
Management believes that cash flows from operations and the Company's
credit facility will be sufficient to meet the Company's liquidity needs over
the next 12 months. There can be no assurance, however, that the Company will
be able to satisfy its liquidity needs in the future without engaging in
financing activities beyond that described above.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 contains certain safe
harbors regarding forward-looking statements. In that context, the discussion
under liquidity and capital resources above contains a forward-looking
statement which involves certain degrees of risks and uncertainties. The risks
and uncertainties, include, without limitation, the effect of competitive
pricing within the industry, the presence of competitors with greater financial
resources than the Company, the intense competition for top software
engineering talent and the volatile nature of technological change within the
automobile claims industry. Additional factors that could affect the Company's
financial condition and results of operations are included in the Company's
Initial Public Offering Prospectus and Registration on Form S-1 filed with the
Securities and Exchange Commission ("Commission") on August 16, 1996 and the
Company's 1996 Annual Report on Form 10-K, as amended, filed with the
Commission on April 3, 1997.
10
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to various claims and routine litigation arising in
the normal course of business. Such claims and litigation are not expected to
have a material adverse effect on the financial condition or results of
operations of the Company.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Amended and Restated Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.1 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1996
(the "Annual Report"), Commission File No. 000-28600)
3.2 Amended and Restated Bylaws (incorporated herein by reference
to Exhibit 3.2 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (the "Annual Report"),
Commission File No. 000-28600)
4.1 Specimen Common Stock Certificate (incorporated herein by
reference to Exhibit 4.1 of the Company's Registration Statement on
Form S-1, Commission File No. 333-07287)
4.2 Stockholder's Agreement (incorporated herein by reference to
Exhibit 4.2 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
4.3 Regulatory Contingency Agreement dated as of June 16, 1994 by
and among the Company and White River Ventures Inc. (incorporated
herein by reference to Exhibit 4.3 of the Company's Registration
Statement on Form S-1, Commission File No. 333-07287)
4.4 Series C Preferred Designation (incorporated herein by
reference to Exhibit 4.4 of the Company's Registration Statement on
Form S-1, Commission File No. 333-07287)
4.5 Series D Preferred Designation (incorporated herein by
reference to Exhibit 4.5 of the Company's Registration Statement on
Form S-1, Commission File No. 333-07287)
4.6 Series E Preferred Designation (incorporated herein by
reference to Exhibit 4.6 of the Company's Registration Statement on
Form S-1, Commission File No. 333-07287)
10.1 Credit Facility Agreement between CCC Information Services Inc.,
Signet Bank and the other financial institutions party thereto
(incorporated herein by reference to
11
<PAGE>
Exhibit 10.1 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1996 (the "Annual Report"),
Commission File No. 000-28600)
10.2 Amendment dated September 30, 1997 to Credit Facility
Agreement between CCC Information Services Inc., Signet Bank and
the other financial institutions party thereto
10.3 Motors Crash Estimating Guide Data License (incorporated
herein by reference to Exhibit 10.3 of the Company's Registration
Statement on Form S-1, Commission File No. 333-07287)
10.4 Stock Option Plan (incorporated herein by reference to Exhibit
10.3 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 (the "Annual Report"), Commission File
No. 000-28600)
10.5 1997 Stock Option Plan (incorporated herein by reference to
Exhibit 4.04 of the Company's Registration Statement on Form S-8,
Commission File No. 333-07287)
10.6 1997 Stock Option Agreement (incorporated herein by reference
to Exhibit 4.05 of the Company's Registration Statement on Form S-
8, Commission File No. 333-07287)
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
12
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 11, 1997 CCC Information Services Group Inc.
By: /s/ Leonard L. Ciarrocchi
----------------------------------
Name: Leonard L. Ciarrocchi
Title: Executive Vice President
and Chief Financial Officer
13
<PAGE>
CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
EXHIBIT INDEX
3.1 Amended and Restated Certificate of Incorporation (incorporated herein
by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1996 (the "Annual Report"), Commission
File No. 000-28600)
3.2 Amended and Restated Bylaws (incorporated herein by reference to
Exhibit 3.2 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 (the "Annual Report"), Commission File
No. 000-28600)
4.1 Specimen Common Stock Certificate (incorporated herein by reference to
Exhibit 4.1 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
4.2 Stockholder's Agreement (incorporated herein by reference to Exhibit
4.2 of the Company's Registration Statement on Form S-1, Commission File
No. 333-07287)
4.3 Regulatory Contingency Agreement dated as of June 16, 1994 by and
among the Company and White River Ventures Inc. (incorporated herein by
reference to Exhibit 4.3 of the Company's Registration Statement on
Form S-1, Commission File No. 333-07287)
4.4 Series C Preferred Designation (incorporated herein by reference to
Exhibit 4.4 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
4.5 Series D Preferred Designation (incorporated herein by reference to
Exhibit 4.5 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
4.6 Series E Preferred Designation (incorporated herein by reference to
Exhibit 4.6 of the Company's Registration Statement on Form S-1,
Commission File No. 333-07287)
10.1 Credit Facility Agreement between CCC Information Services Inc.,
Signet Bank and the other financial institutions party thereto
(incorporated herein by reference to Exhibit 10.1 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1996
(the "Annual Report"), Commission File No. 000-28600)
10.2 Amendment dated September 30, 1997 to Credit Facility Agreement
between CCC Information Services Inc., Signet Bank and the other
financial institutions party thereto
10.3 Motors Crash Estimating Guide Data License (incorporated herein by
reference to Exhibit 10.3 of the Company's Registration Statement on
Form S-1, Commission File No. 333-07287)
10.4 Stock Option Plan (incorporated herein by reference to Exhibit 10.3 of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (the "Annual Report"), Commission File No. 000-28600)
10.5 1997 Stock Option Plan (incorporated herein by reference to Exhibit 4.04
of the Company's Registration Statement on Form S-8, Commission File No.
333-07287)
10.6 1997 Stock Option Agreement (incorporated herein by reference to Exhibit
4.05 of the Company's Registration Statement on Form S-8, Commission
File No. 333-07287)
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule
14
<PAGE>
EXHIBIT 10.2
AMENDMENT TO
CCC INFORMATION SERVICES LOAN DOCUMENTS
(TO INCREASE PERMISSIBLE AMOUNT OF CAPITAL EXPENDITURES)
THIS AMENDMENT TO THE CCC INFORMATION SERVICES LOAN DOCUMENTS (as may be
amended, modified and otherwise supplemented from time to time hereafter,
this "Amendment") is made and effective as of September 30, 1997 (the
"Amendment Closing Date"), by and among CCC INFORMATION SERVICES INC., and
CCC VEHICLE DAMAGE ESTIMATORS, INC. (each, including any successor or
permitted assignee thereof, a "Borrower"; collectively, the "Borrowers"), and
CCC INFORMATION SERVICES GROUP INC., AND CERTIFIED COLLATERAL CORPORATION OF
CANADA, LTD. (each, including any successor or permitted assignee thereof, an
"Other Primary Obligor") (Borrowers and each Other Primary Obligor are
sometimes referred to herein individually as an "Obligor" and collectively as
the "Obligors"), and the Lenders that are parties to the Credit Agreement (as
defined below), and SIGNET BANK, as a Lender and as Administrative Agent for
the Lenders (including any successor, transferee and assignee thereof,
"Signet Bank" or "Administrative Agent").
R E C I T A L S
WHEREAS, Borrowers, each Lender and Administrative Agent have entered
into a certain Credit Facility Agreement dated as of August 22, 1996 (as
amended and modified prior to the date hereof, the "Original Credit
Agreement"; as amended hereby and as may be further amended and modified
hereafter, the "Credit Agreement") pursuant to which Borrowers can borrow up
to $20 million from Lenders from time to time on a senior secured basis; and
WHEREAS, Borrowers desire to amend the Original Credit Agreement so as
to increase the yearly amount of capital expenditures that Borrowers are
permitted to make; and
WHEREAS, each Obligor has determined that it is in its best interest to
execute this Amendment inasmuch as each such Obligor will derive substantial
direct and indirect benefits from the increase in the yearly amount of
permitted capital expenditures and the continued funding of the Advances by
Lenders pursuant to the Credit Agreement; and
WHEREAS, Lenders are willing to accommodate the Obligors upon and subject
to the terms, conditions and provisions of this Amendment;
NOW, THEREFORE, for good and valuable consideration (receipt and
sufficiency of which are hereby acknowledged) and intending to be legally
bound hereby, each Obligor, each Lender and Administrative Agent hereby agree
as follows:
-1-
<PAGE>
ARTICLE 1: THE AMENDMENT AND SUPPLEMENT
1.1 CAPITAL EXPENDITURES -- REVISED. Section 5.1 of the Original
Credit Agreement is hereby amended and restated in its entirety as follows:
"5.1 Borrowers (on a consolidated basis) will not incur
Capital Expenditures in any fiscal year in excess of $10 million.
NOTWITHSTANDING THE FOREGOING, no Borrower may make any such Capital
Expenditure that otherwise violates any covenant under the Loan
Documents or otherwise causes a Default hereunder. For purposes of this
Section, Capital Expenditures (a) will include all capitalized software
costs, but (b) will exclude Customer Equipment purchases and up to
$900,000 in leasehold improvements to be incurred prior to December 31,
1997."
ARTICLE 2: MISCELLANEOUS
2.1 LOAN DOCUMENT: DEFINITIONS. This Amendment is a Loan Document
executed pursuant to the Credit Agreement and (unless otherwise expressly
indicated herein) is to be construed, administered and applied in accordance
with the terms and provisions thereof. Capitalized terms used herein without
separate definitions have the meaning ascribed to such terms in the Original
Credit Agreement (if such a definition exists therein) or in the other Loan
Documents. The rules of construction and the number and gender provisions
under Article 9 of the Original Credit Agreement are also applicable herein.
2.2 BINDING AND GOVERNING LAW. This Amendment has been delivered by
Borrowers and the other Obligors and has been received by Administrative
Agent in the Commonwealth of Virginia. This Amendment shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns. This Amendment shall be governed as to its validity,
interpretation, construction and effect by the laws of the Commonwealth of
Virginia (without giving effect to the conflicts of law rules of the
Commonwealth of Virginia).
2.3 SURVIVAL. All agreements, representations, warranties and
covenants of any Obligor contained herein or in any documentation required
hereunder shall survive the execution and delivery of this Amendment and
(except as otherwise expressly provided herein) will continue in full force
and effect until terminated in accordance with Section 10.11 of the Credit
Agreement.
2.4 NO WAIVER: DELAY IN ACTING. Except as expressly set forth herein,
the execution, delivery and performance of this Amendment shall not act as a
waiver of any Default or any right, power or remedy of Administrative Agent
or any Lender under any Loan Document or any other agreements and documents
executed in connection herewith or therewith and shall not constitute a
waiver of any provision thereof.
2.5 HEADINGS. The various headings in this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this
Amendment or any provision hereof.
-2-
<PAGE>
2.6. PRIOR AGREEMENTS. This Amendment shall completely and fully
supersede all other and prior agreements and correspondence (both written and
oral) by and between Obligors, any Lender or Administrative Agent concerning
the terms and conditions of this Amendment.
2.7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts with the same effect as if all the signatures on such
counterparts appeared on one document. Each such counterpart shall be deemed
to be an original, but all such counterparts together shall constitute one
and the same instrument.
2.8. WAIVER OF SUBROGATION. Until the security interests hereunder
are terminated in accordance with Section 1.6 of the Credit Agreement, each
Obligor hereby irrevocably waives any claim or other rights which it may now
have or may hereafter acquire against any other Obligor that arise from the
existence, payment, performance or enforcement of such Obligor's obligations
under the Loan Documents, including any right of subrogation, reimbursement,
contribution, exoneration, or indemnification, any right to participate in
any claim or remedy of Administrative Agent or any Lender against any other
Obligor or any collateral which Administrative Agent or any Lender now has or
hereafter acquires, whether or not such claim, remedy or right arises in
equity, or under contract, statute or common law, including the right to take
or receive from any Obligor (directly or indirectly) in cash or other
property, by set-off or in any manner, payment or security on account of such
claim or other rights. If any amount is paid to any Obligor in violation of
the preceding sentence at a time when the indebtedness or any other amounts
owing to Lender under the Credit Agreement or any other Loan Documents has
not been paid in cash in full (unconditionally and indefeasibly), then such
amount shall be held in trust for Administrative Agent and the Lenders, and
shall forthwith be delivered to Administrative Agent (at Administrative
Agent's option) to be credited and applied upon the indebtedness (whether
matured or unmatured) or to be held as additional collateral under the
Collateral Security Documents. Each Obligor acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated by
the Credit Agreement and that the waiver set forth in this Section is
knowingly made in contemplation of such benefits.
2.9. WAIVER OF SURETYSHIP DEFENSES. Each Obligor hereby waives any
and all defenses and rights of discharge based upon suretyship or impairment
of collateral (including, wihout limitation, lack of attachment or perfection
with respect thereto) that it may now have or may hereafter acquire with
respect to Administrative Agent or any Lender or any of its obligations
hereunder, under any Loan Document or under any other agreement that it may
have or may hereafter enter into with Administrative Agent or any Lender.
2.10. WAIVER OF LIABILITY. Each Obligor (a) agrees that neither
Administrative Agent nor any Lender (nor any directors, officers, employees
and agents of Administrative Agent or any Lender) shall have any liability to
any Obligor (whether sounding in tort, contract or otherwise) for losses or
costs suffered or incurred by any Obligor in connection with or in any way
related to the transactions contemplated or the relationship established by
any Loan Document, or any act, omission or event occurring in connection
herewith or therewith, except for foreseeable actual losses resulting
directly and exclusively from Administrative Agent's or such Lender's own
gross negligence, willful misconduct or fraud and (b) waives, releases and
agrees not to sue upon any claim against Adminsitrative Agent
-3-
<PAGE>
or any Lender (or their directors, officers, employees or agents) whether
sounding in tort, contract or otherwise, except for claims for foreseeable
actual losses resulting directly and exclusively from Administrative Agent's
or such Lender's own gross negligence, willful misconduct or fraud. Moreover,
whether or not such damages are related to a claim that is subject to the
waiver effected above and whether or not such waiver is effective, unless
Administrative Agent or any Lender is adjudged to be guilty of criminal
conduct that caused such damages, then neither Administrative Agent nor any
Lender (nor any directors, officers, employees and agents of Administrative
Agent or any Lender) shall have any liability with respect to (and each
Obligor hereby waives, releases and agrees not to sue upon any claim for) any
special, indirect, consequential, punitive or non-foreseeable damages
suffered by any Obligor in connection with or in any way related to the
transactions contemplated or the relationship established by any Loan
Document, or any act, omission or event occurring in connection herewith or
therewith; and if Administrative Agent or any Lender is adjudged to be guilty
of such criminal conduct, then each Obligor will be entitled to the types of
compensation (including, as applicable and appropriate, special, indirect,
consequential, punitive or non-foreseeable damages) as and to the extent
available under applicable law.
2.11. FORUM SELECTION: CONSENT TO JURISDICTION. Any litigation in
connection with or in any way related to any Loan Document, or any course of
conduct, course of dealing, statements (whether verbal or written), actions
or inactions of Administrative Agent or any Lender or any Obligor will be
brought and maintained exclusively in the courts of the Commonwealth of
Virginia or in the United States District Court for the Eastern District of
Virginia; provided, however, that any suit seeking enforcement against any
Obligor, any Collateral or any other property may also be brought (at
Administrative Agent's or such Lender's option) in the courts of any other
jurisdiction where such Collateral or other property may be found or where
Administrative Agent or such Lender may otherwise obtain personal
jurisdiction over any Obligor. Each Obligor hereby expressly and irrevocably
submits to the jurisdiction of the courts of the Commonwealth of Virginia and
of the United States District Court for the Eastern District of Virginia for
the purpose of any such litigation as set forth above and irrevocably agrees
to be bound by any final and non-appealable judgment rendered thereby in
connection with such litigation. Each Obligor further irrevocably consents to
the service of process by registered or certified mail, postage prepaid, or
by personal service within or outside of the Commonwealth of Virginia. Each
Obligor hereby expressly and irrevocably waives, to the fullest extent
permitted by law, any objection which it may have or hereafter may have to
the laying of venue of any such litigation brought in any such court referred
to above and any claim that any such litigation has been brought in an
inconvenient forum. To the extent that any Obligor has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgement, attachment
in aid of execution or otherwise) with respect to itself or its property,
then each Obligor hereby irrevocably waives such immunity in respect of its
obligations under this Amendment. Notwithstanding the foregoing, if
Administrative Agent or any Lender at any time commences litigation against
Obligators in a state court of the Commonwealth of Virginia
-4-
<PAGE>
at a time when and with respect to a cause of action that at the time may
also be properly maintained in the United States District Court for the
Eastern District of Virginia (including, without limitation, satisfaction of
personal and subject matter jurisdiction and other procedural prerequisites
to maintaining such action), then neither Administrative Agent nor any Lender
will contest or object to a timely motion by Obligors to transfer such action
to such federal court provided that such action can at the time of such
transfer be maintained with respect to all parties and all causes of action
identified by Administrative Agent or such Lender.
2.12. WAIVER OF JURY TRIAL. Administrative Agent, each Lender and
each Obligor each hereby knowingly, voluntarily and intentionally waives any
rights it may have to a trial by jury in respect of any litigation (whether
as claim, counter-claim, affirmative defense or otherwise) in connection with
or in any way related to any of the Loan Documents, or any course of conduct,
course of dealing, statements (whether verbal or written), actions or
inactions of Administrative Agent, any Lender or any Obligor. Each Obligor
acknowledges and agrees (a) that it has received full and sufficient
consideration for this provision (and each other provision of each other Loan
Document to which it is a party), and (b) that it has been advised by legal
counsel in connection herewith, and (c) that this provision is a material
inducement for Administrative Agent and each Lender entering into the Loan
Documents and funding Advances thereunder.
2.13. CONSTRUCTION. The language in all parts of this Amendment and
the other Loan Documents in all cases shall be construed as a whole according
to its fair meaning.
[BALANCE OF PAGE INTENTIONALLY BLANK]
-5-
<PAGE>
IN WITNESS WHEREOF, the undersigned (where appropriate, by their duly
authorized officers) have executed this Amendment, as an instrument under
seal (whether or not any such seals are physically attached hereto), as of
the day and year first above written.
ATTEST: CCC INFORMATION SERVICES INC.
(BORROWER)
By: /s/ Gerald P. Kenney By: /s/ Michael J. D'Onofrio
------------------------ ----------------------------
Name: GERALD P. KENNEY Name: Michael J. D'Onofrio
------------------ -----------------------
Title: VP Secretary Title: Treasurer
------------------ -----------------------
[CORPORATE SEAL]
ATTEST: CCC VEHICLE DAMAGE
ESTIMATORS, INC. (BORROWER)
By: /s/ Gerald P. Kenney By: /s/ Michael J. D'Onofrio
------------------------ ----------------------------
Name: GERALD P. KENNEY Name: Michael J. D'Onofrio
------------------ -----------------------
Title: VP Secretary Title: Treasurer
------------------ -----------------------
[CORPORATE SEAL]
ATTEST: CERTIFIED COLLATERAL
CORPORATION OF CANADA, LTD.
(OBLIGOR)
By: /s/ Gerald P. Kenney By: /s/ Michael J. D'Onofrio
------------------------ ----------------------------
Name: GERALD P. KENNEY Name: Michael J. D'Onofrio
------------------ -----------------------
Title: VP Secretary Title: Treasurer
------------------ -----------------------
[CORPORATE SEAL]
<PAGE>
ATTEST: CCC INFORMATION SERVICES
GROUP INC. (OBLIGOR)
By: /s/ Gerald P. Kenney By: /s/ Michael J. D'Onofrio
------------------------ ----------------------------
Name: GERALD P. KENNEY Name: Michael J. D'Onofrio
------------------ -----------------------
Title: VP Secretary Title: Treasurer
------------------ -----------------------
[CORPORATE SEAL]
WITNESS: SIGNET BANK (ADMINISTRATIVE AGENT
AND A LENDER)
By: By: /s/ Bryan J. Mitchell
------------------------ -------------------------------------
Bryan J. Mitchell, Sr. Vice President
WITNESS: LASALLE NATIONAL BANK (A LENDER)
By: By:
------------------------ ----------------------------------
John J. McGuire, Vice President
<PAGE>
ATTEST: CCC INFORMATION SERVICES
GROUP INC. (OBLIGOR)
By: By:
------------------------ ----------------------------
Name: Name:
------------------ -----------------------
Title: Title:
------------------ -----------------------
[CORPORATE SEAL]
WITNESS: SIGNET BANK (ADMINISTRATIVE AGENT
AND A LENDER)
By: By:
------------------------ -------------------------------------
Bryan J. Mitchell, Sr. Vice President
WITNESS: LASALLE NATIONAL BANK (A LENDER)
By: By: /s/ John J. McGuire
------------------------ ----------------------------------
John J. McGuire, Vice President
<PAGE>
CCC INFORMATION SERVICES GROUP INC. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Quarter Ended Three Quarters Ended
------------- --------------------
September 30, September 30,
------------- -------------
1997 1996 1997 1996
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Per share income before extraordinary item and
dividends and accretion on preferred stock:
Income before extraordinary item and
dividends and accretion on preferred stock: $ 4,008 $ 4,718 $ 11,314 $ 11,409
-------- -------- --------- ---------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,853 19,977 23,676 17,595
Shares attributable to common stock equivalents
outstanding 1,144 1,293 1,208 1,295
-------- -------- --------- ---------
24,997 21,270 24,884 18,890
-------- -------- --------- ---------
Per share income before extraordinary item and
dividends and accretion on preferred stock $ 0.16 $ 0.22 $ 0.45 $ 0.60
-------- -------- --------- ---------
Per share extraordinary loss on early retirement of
debt, net of income taxes:
Extraordinary loss on early retirement of
debt, net of income taxes: $ - $ (678) $ - $ (678)
-------- -------- --------- ---------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,853 19,977 23,676 17,595
Shares attributable to common stock equivalents
outstanding 1,144 1,293 1,208 1,295
-------- -------- --------- ---------
24,997 21,270 24,884 18,890
Per share extraordinary loss on early retirement of
debt $ - $ (0.03) $ - $ (0.03)
-------- -------- --------- ---------
Per share dividends and accretion:
Dividends and accretion $ (93) $ (5,003) $ (271) $ (6,607)
-------- -------- --------- ---------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,853 19,977 23,676 17,595
Shares attributable to common stock equivalents
outstanding 1,144 1,293 1,208 1,295
-------- -------- --------- ---------
24,997 21,270 24,884 18,890
-------- -------- --------- ---------
Per share dividends and accretion $ - $ (0.24) $ (0.01) $ (0.35)
-------- -------- --------- ---------
Net income (loss) per share applicable to common stock:
Net income (loss) applicable to common stock $ 3,915 $ (963) $ 11,043 $ 4,124
-------- -------- --------- ---------
Weighted average common shares outstanding:
Shares attributable to common stock outstanding 23,853 19,977 23,676 17,595
Shares attributable to common stock equivalents
outstanding 1,144 1,293 1,208 1,295
-------- -------- --------- ---------
24,997 21,270 24,884 18,890
Net income (loss) per share applicable to common stock $ 0.16 $ (0.05) $ 0.44 $ 0.22
-------- -------- --------- ---------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF AND FOR THE
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED INTERIM FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 999
<SECURITIES> 30,125
<RECEIVABLES> 17,484
<ALLOWANCES> 2,568
<INVENTORY> 0
<CURRENT-ASSETS> 50,387
<PP&E> 34,493
<DEPRECIATION> 25,143
<TOTAL-ASSETS> 78,033
<CURRENT-LIABILITIES> 28,331
<BONDS> 20
4,959
0
<COMMON> 89,753
<OTHER-SE> (50,855) <F1>
<TOTAL-LIABILITY-AND-EQUITY> 78,033
<SALES> 0
<TOTAL-REVENUES> 115,523
<CGS> 0
<TOTAL-COSTS> 96,941
<OTHER-EXPENSES> 1,060 <F2>
<LOSS-PROVISION> 756
<INTEREST-EXPENSE> 106
<INCOME-PRETAX> 19,536
<INCOME-TAX> 8,222
<INCOME-CONTINUING> 11,314
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,314
<EPS-PRIMARY> .44 <F3>
<EPS-DILUTED> 0
<FN>
<F1> Accumulated deficit.
<F2> Other income, net of expenses.
<F3> Includes dividends and accretion on mandatorily redeemable preferred stock.
</FN>
</TABLE>
